SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
AMENDMENT NO. 2 TO
SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
PARTSBASE, INC.
-------------------
(Name of the Issuer)
PARTSBASE, INC.
ROBERT A. HAMMOND, JR.
HAMMOND I, INC.
HAMMOND ACQUISITION CORP.
------------------------------------
(Name of Person (s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
----------------------------------------
(Title of Class of Securities)
70214P 109
-------------------------------------
(CUSIP Number of Class of Securities)
Robert A. Hammond, Jr.
CEO of Hammond I, Inc. and Mark J. Weicher
Hammond Acquisition Corp. CFO of PartsBase, Inc.
905 Clint Moore Road 905 Clint Moore Road
Boca Raton, Florida 33487 Boca Raton, Florida 33487
(561) 953-0700 (561) 953-0700
--------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Persons Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With copies to:
Charles J. Rennert, Esq. | Joel Mayersohn
Berman Rennert Vogel & Mandler, P.A. | Adorno & Yoss, P.A.
100 SE Second Street | 200 East Las Olas Blvd.
Suite 3500 | Suite 1700
Miami, Florida 33131 | Ft. Lauderdale, Florida 33301
(305) 577-4171 | (954) 763-1200
This statement is filed in connection with (check the appropriate box):
a.[X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[_] The filing of a registration statement under the Securities Act of 1933.
c.[_] A tender offer.
d.[_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
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Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$7,542,153 $1,507
---------------
* Based upon (a) the product of 5,022,302 shares of common stock and the
merger consideration of $1.50 per share, or $7,533,453, and (b) the
product of of the options to purchase 10,000 shares of common stock and
the merger consideration of $1.50 per share, less the applicable exercise
price per share, or $8,700.
** The filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, equals 1/50 of 1% of the transaction
valuation.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,507
Form or Registration No.: Schedule 14A
Filing Party: PartsBase, Inc.
Date Filed: January 21, 2003
Neither the Securities and Exchange Commission nor any state securities
commission has: (i) approved or disapproved of the acquisition of PartsBase,
Inc. by Hammond I, Inc.; (ii) passed on the merits or fairness of the
acquisition or (iii) passed upon the adequacy or accuracy of the disclosure in
this document. Any representation to the contrary is a criminal offense.
ii
SECTION 13E-3 TRANSACTION STATEMENT
INTRODUCTION
This Amendment No. 2 to Rule 13e-3 transaction statement on Schedule 13E-3
(this "Schedule 13E-3")is being filed with the Securities and Exchange
Commission (the "Commission") by PartsBase, Inc., a Delaware corporation
("PRTS"), Hammond I, Inc., a Florida corporation ("Hammond I"), Robert A.
Hammond, Jr., and Hammond Acquisition Corp., a Delaware corporation ("HAC").
Each of PRTS, Hammond I, HAC and Mr. Hammond are referred to individually, as a
"Filing Person" and collectively, as the "Filing Persons." Hammond I, HAC, Mr.
Hammond, R. Hammond, L.P. and any other person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, Hammond I, HAC, or Mr. Hammond, is referred to as the
"Acquisition Group".
Pursuant to an Agreement and Plan of Merger dated as of August 26, 2002
(the "Merger Agreement"), by and among Mr. Hammond, Hammond I, HAC and PRTS, HAC
will merge into PRTS (the "Merger"). As a result of the Merger, each outstanding
share of PRTS common stock, par value $0.001 per share, will be cancelled and
converted into the right to receive $1.50 in cash, other than any outstanding
shares of common stock held by stockholders who perfect their appraisal rights
under Delaware law or any outstanding shares of common stock beneficially owned
by a Filing Person or the Acquisition Group. After the Merger, PRTS will be a
privately held corporation, 100% of which will be beneficially owned by Mr.
Hammond.
Concurrently with the filing of this Schedule 13E-3, PRTS is filing a
preliminary proxy statement (the "Proxy Statement") pursuant to Section 14A of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant
to which the PRTS board of directors is soliciting proxies from holders of
outstanding shares of Common Stock in connection with the Merger. The cross
reference sheet below is being supplied pursuant to General Instruction F to
Schedule 13E-3 and shows the location in the Proxy Statement of the information
required to be included in response to the Items of this Schedule 13E-3. The
information set forth in the Proxy Statement including all appendices thereto,
is hereby incorporated herein by reference and the responses to each Item in
this Schedule 13E-3 are qualified in their entirety by the information contained
in the Proxy Statement and the appendices thereto.
ITEM 1. SUMMARY TERM SHEET.
REGULATION M-A ITEM 1001
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
ITEM 2. SUBJECT COMPANY INFORMATION.
REGULATION M-A ITEM 1002
(a) Name and Address of the Subject Company. PRTS is the subject
company. The information set forth in the Proxy Statement under the
caption "THE PARTIES TO THE MERGER" is incorporated herein by
reference.
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(b) Securities. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
THE SPECIAL MEETING - RECORD Date, Outstanding Voting Securities and
Voting Rights
THE SPECIAL MEETING - Required Votes
MARKETS AND MARKET PRICE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(c) Trading Market and Price. The information set forth in the Proxy
Statement under the caption "MARKETS AND MARKET PRICE" is incorporated
herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under the
caption "MARKETS AND MARKET PRICE" is incorporated herein by
reference.
(e) Prior Public Offerings. On March 22, 2000, PRTS completed its Initial
Public Offering ("IPO"), whereby it sold 3,500,000 shares of its
common stock at an offering price of $13.00 per share. Proceeds before
expenses to PRTS amounted to $42,315,000. As part of the IPO,
Convertible Notes Payable of PRTS aggregating $962,500 and 855,000
outstanding shares of preferred stock were converted to 481,250 and
855,000 shares, respectively, of common stock.
(f) Prior Stock Purchases. The information set forth in the Proxy
Statement under the caption "SPECIAL FACTORS-Certain Effects of the
Merger" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
REGULATION M-A ITEM 1003
(a)-(c) Name and Address of Filing Persons; Business and Background of
Entities and Natural Persons. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
THE PARTIES TO THE MERGER
SPECIAL FACTORS - Interests of Certain Persons in the Merger
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Directors and Executive Officers of PRTS. Set forth in the table below are
the name, address, present principal occupation or employment, name of any
corporation or other organization in which such occupation or employment is
conducted, and the five year employment history of each of the directors and
executive officers of PRTS. Each person identified below is a United States
citizen. Unless indicated otherwise, each person's principal address and
telephone number are 905 Clint Moore Road, Boca Raton, Florida 33487, (561)
953-0700.
Present Principal Occupation or Employment and
Name Material Positions Held During the Past Five Years
--------------------- ----------------------------------------------------
Robert A. Hammond, Jr. Mr. Hammond has served as PRTS' President, Chief
Executive Officer, Chairman, Secretary and Treasurer
since PRTS' incorporation in April 1999. In April
1996, Mr. Hammond founded PRTS' predecessor as a
division of Aviation Laboratories, Inc., a company
for which he also served as Chief Executive Officer
from its inception in August 1985. From August 1985
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until June 1999, Mr. Hammond was the Chief Executive
Officer and Chairman of Great Pines Water Company, a
publicly traded bottled water company that was sold
to Suntory Bottled Water Group in June 1999. Mr.
Hammond is the Chairman of the Board and Chief
Executive Officer of Hammond I, Inc., and Hammond
Acquisition Corp., positions he has held since the
formation of the corporations in May 2002.
Mark J. Weicher Mr. Weicher has served as PRTS' Chief Financial
Officer since August 2001 and joined PRTS in March
2001. From September 2000 through February 2001, Mr.
Weicher served as an independent business
consultant. From February 1999 through August 2000,
Mr. Weicher served as Chief Financial Officer of
Site2shop.com, Inc., a multimedia company engaged in
marketing various consumer products through
self-produced television programs, print media,
internet and television programs. Mr. Weicher served
as Chief Financial Officer of Computer Access
International, Inc., a refurbisher of computer
equipment, from January 1997 through January 1999.
Mr. Weicher is a Certified Public Accountant and
received his Bachelor of Science in accounting from
Brooklyn College.
Brian Tolley Mr. Tolley joined PRTS as Chief Information Officer
in September 2000. Prior to joining PRTS, Mr. Tolley
served as the Vice President of Advanced Technology
for Precision Response Corporation, a company
engaged in providing telephone and internet based
customer service and marketing services on an
outsourced basis to large corporations. Prior to his
tenure with Precision Response Corporation, Mr.
Tolley served as the Director of Software
Development for Mortgage Banking System, Inc.
Directors and Executive Officers of Hammond I and HAC. Set forth in the
table below are the name, address, present principal occupation or employment,
name of any corporation or other organization in which such occupation or
employment is conducted, and the five year employment history of the sole
director and executive officer of Hammond I and HAC. Such person identified
below is a United States citizen, and his principal address and telephone number
are 905 Clint Moore Road, Boca Raton, Florida 33487, (561) 953-0700.
Present Principal Occupation or Employment and
Name Material Positions Held During the Past Five Years
--------------------- ----------------------------------------------------
Robert A. Hammond, Jr. Chairman of the Board of Directors and Chief
Executive Officer. See description under PRTS above.
None of the persons specified in Item 1003(b)-(c) of Regulation M-A have
been convicted in a criminal proceeding during the past five years (excluding
traffic violations or similar misdemeanors). Unless otherwise disclosed in the
Proxy Statement, no person specified in Item 1003(b)-(c) of Regulation M-A was a
party to any judicial or administrative proceeding during the past five years
(except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from future
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violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.
ITEM 4. TERMS OF THE TRANSACTION.
REGULATION M-A ITEM 1004
(a) Material Terms.
(1) Tender Offers. Not Applicable.
(2)Mergers or Similar Transactions. The information set forth in the
Proxy Statement under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
THE SPECIAL MEETING
SPECIAL FACTORS
THE MERGER AGREEMENT
Appendix A - The Agreement and Plan of Merger, dated as of August
26, 2002, by and between PartsBase, Inc., Hammond I, Inc.,
Hammond Acquisition Corp. and Robert A. Hammond, Jr.
(c) Different Terms. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
SPECIAL FACTORS - Certain Effects of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
SPECIAL FACTORS - Financing of the Merger
SPECIAL FACTORS - Fees and Expenses of the Merger;
THE MERGER AGREEMENT - Conversion of Securities
(d) Appraisal Rights. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY - Appraisal Rights
THE SPECIAL MEETING
SPECIAL FACTORS - Appraisal Rights
4
(e) Provisions For Unaffiliated Security Holders. The Filing Persons have
made no provisions in connection with this transaction to grant
unaffiliated security holders access to the corporate files of the
Filing Persons, or to obtain counsel or appraisal services at the
expense of the Filing Persons.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
REGULATION M-A ITEM 1005
(a) Transactions. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
(b) Significant Corporate Events. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
SUMMARY - Interests of Certain Persons in the Merger
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
(c) Negotiations or Contacts. The information set forth in the Proxy
Statement under the caption "SPECIAL FACTORS-Background of the Merger"
is incorporated herein by reference.
(d) Conflicts of Interest. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
SUMMARY - Interests of Certain Persons in the Merger
THE PARTIES TO THE MERGER
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
(e) Agreements Involving The Subject Company's Securities. Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
REGULATION M-A ITEM 1006
(a) Purposes. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL MEETING
SPECIAL FACTORS - Purpose and Structure of the Merger
THE MERGER AGREEMENT - Generally
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(b) Use of Securities Acquired. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
THE SPECIAL MEETING - Matters to be Considered at the Special Meeting
SPECIAL FACTORS - Certain Effects of the Merger
THE MERGER AGREEMENT
(c) (1)-(8) Plans. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Certain Effects of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
THE MERGER AGREEMENT
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
REGULATION M-A ITEM 1013
(a) Purposes. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the Fairness
of the Merger
SPECIAL FACTORS - Purpose and Structure of the Merger
(b) Alternatives. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Purpose and Structure of the Merger
6
(c) Reasons. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the Fairness
of the Merger
SPECIAL FACTORS - Purpose and Structure of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
(d) Effects. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the Fairness
of the Merger
SPECIAL FACTORS - Certain Effects of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
SPECIAL FACTORS - Material U.S. Federal Income Tax Consequences
ITEM 8. FAIRNESS OF THE TRANSACTION.
REGULATION M-A ITEM 1014
Each of the filing persons believes that the merger and its terms, as
proposed, are fair to the stockholders of PRTS (other than the Acquisition
Group).
(a) Fairness. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the Fairness
of the Merger
SPECIAL FACTORS - Purpose and Structure of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
Appendix B - Opinion and Consent of vFinance Investments, Inc.
(b) Factors Considered in Determining Fairness. The information set forth
in the Proxy Statement under the following captions is incorporated
herein by reference:
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the Fairness
of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
SPECIAL FACTORS - Purpose and Structure of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
Appendix B - Opinion and Consent of vFinance Investments, Inc.
7
(c) Approval of Security Holders. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY - The Special Meeting
THE SPECIAL MEETING - Record Date, Outstanding Voting Securities and
Voting Rights
THE SPECIAL MEETING - Required Votes
THE MERGER AGREEMENT - Conditions
THE MERGER AGREEMENT - Termination of the Merger Agreement
The transaction is not structured so that approval of at least a majority
of unaffiliated security holders is required. Rather, the transaction is
structured to require: (i) the approval by the affirmative vote of at least
a majority of the outstanding shares of PRTS common stock, and (ii) that a
majority of shares not held or voted by the Acquisition Group do not
vote against the transaction.
(d) Unaffiliated Representative. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SUMMARY - Opinion of Financial Advisor to Special Committee
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
Appendix B - Opinion and Consent of vFinance Investments, Inc.
(e) Approval of Directors. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
(f) Other Offers. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
REGULATION M-1 ITEM 1015
(a) Report, Opinion or Appraisal. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
SUMMARY - Opinion of Financial Advisor to Special Committee
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
Appendix B - Opinion and Consent of vFinance Investments, Inc.
See the following exhibits to this Schedule 13E-3:
Exhibit(c)(2) - Report of vFinance Investments, Inc. dated August 26,
2002, prepared by vFinance Investments, Inc.
(previously filed)
..
Exhibit(c)(3) - Report of vFinance Investments, Inc. dated August 2,
2002, Regarding Portal Value prepared by vFinance
Investments, Inc. included herein.
Exhibit(c)(4) - Report of vFinance Investments, Inc. dated June 24,
2002, prepared by vFinance Investments, Inc.
(previously filed).
8
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY - Opinion of Financial Advisor to Special Committee
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
Appendix B - Opinion and Consent of vFinance Investments, Inc.
See the following exhibits to this Schedule 13E-3:
Exhibit(c)(2) - Report of vFinance Investments, Inc. dated August 26,
2002, prepared by vFinance Investments, Inc.
(previously filed).
Exhibit(c)(3) - Report of vFinance Investments, Inc. dated August 2,
2002, Regarding Portal Value prepared by vFinance
Investments, Inc. included herein.
(c) Availability of Documents. The information set forth in the Proxy
Statement under the caption "WHERE STOCKHOLDERS CAN FIND MORE
INFORMATION" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
REGULATION M-1 ITEM 1007
(a) - (d) Source of Funds; Conditions; Expenses; Borrowed Funds. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY - Financing of the Merger
THE SPECIAL MEETING - Expenses of Proxy Solicitation
SPECIAL FACTORS - Certain Effects of the Merger
SPECIAL FACTORS - Interests of Certain Persons in the Merger
SPECIAL FACTORS - Financing of the Merger
SPECIAL FACTORS - Fees and Expenses of the Merger
Except as set forth in the Proxy Statement, there are no alternative
financing arrangements or alternative financing plans.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
REGULATION M-1 ITEM 1008
(a) Securities Ownership. The information set forth in the Proxy Statement
under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the Proxy
Statement under the caption "COMMON STOCK PURCHASES" is incorporated
herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
REGULATION M-A ITEM 1012
9
(d) Intent To Tender Or Vote In A Going-Private Transaction. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference.
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY - The Special Meeting
THE SPECIAL MEETING - Record Date, Outstanding Voting Securities and
Voting Rights
(e) Recommendation of Others. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference.
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY - The Special Meeting
THE SPECIAL MEETING - Record Date, Outstanding Voting Securities and
Voting Rights
ITEM 13. FINANCIAL STATEMENTS.
REGULATION M-A ITEM 1010
(a) Financial Information. The information contained in the Consolidated
Financial Statements included in PRTS' Annual Report on Form 10-K for
the fiscal year ended December 31, 2001 and its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2002 is
incorporated herein by reference. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference.
SELECTED FINANCIAL INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
APPENDIX D -Annual Report on Form 10-K for the Year Ended December 31,
2001
APPENDIX E -Quarterly Report on Form 10-Q for the Quarterly Period
Ended September 30, 2002
(b) Pro Forma Information. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
REGULATION M-A ITEM 1009
(a) - (b) Solicitations or Recommendations; Employees and Corporate
Assets. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
THE SPECIAL MEETING - Expenses of Proxy Solicitation
SPECIAL FACTORS - Background of the Merger
SPECIAL FACTORS - Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
SPECIAL FACTORS - Interests of Certain Persons in the Merger
Appendix B - Opinion and Consent of vFinance Investments, Inc.
ITEM 15. ADDITIONAL INFORMATION.
REGULATION M-A ITEM 1011
10
(a) Other Material Information. The entirety of the Proxy Statement,
including all Appendices thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
REGULATION M-A ITEM 1016
Exhibit No. Description
----------- --------------------------------------------------------------
(a)(1) Definitive Proxy Statement filed with the Securities and
Exchange Commission on January 21, 2003 (incorporated herein
by reference to the Proxy Statement).
(a)(2) Form of Proxy Card, filed with the Securities and Exchange
Commission along with the Proxy Statement (incorporated herein
by reference to the Proxy Statement).
(a)(3) Letter to Stockholders, filed with the Securities and Exchange
Commission along with the Proxy Statement (incorporated herein
by reference to the Proxy Statement).
(a)(4) Notice of Special Meeting of Stockholders, filed with the
Securities and Exchange Commission along with the Proxy
Statement (incorporated herein by reference to the Proxy
Statement).
(a)(5) Press Release dated August 26, 2002 (incorporated herein by
reference to Exhibit 99.1 of the Current Report on Form 8-K
filed by PartsBase, Inc. on August 29, 2002, File No.
000-29727).
(c)(1) Opinion and Consent of vFinance Investments, Inc. dated August
26, 2002 (incorporated herein by reference to Appendix B to
the Proxy Statement).
(c)(2) Report of vFinance Investments, Inc., dated August 26, 2002,
prepared by vFinance Investments, Inc. (previously filed).
(c)(3) Report of vFinance Investments, Inc., dated August 2, 2002,
Regarding Portal Value prepared by vFinance Investments,
Inc. included herein.
(c)(4) Report of vFinance Investments, Inc., dated June 24, 2002,
prepared by vFinance Investments, Inc. (previously filed).
(d) Agreement and Plan of Merger dated as of August 26, 2002 by
and between PartsBase, Inc., Hammond I, Inc., Hammond
Acquisition Corp. and Robert A. Hammond, Jr. (incorporated
herein by reference to Appendix A to the Proxy Statement).
(f) Section 262 of the Delaware General Corporation Law
(incorporated herein by reference to Appendix C to the Proxy
Statement).
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, each of
the undersigned does certify that the information set forth in this statement is
true, complete and correct.
Dated: January 21, 2003
PARTSBASE, INC.
By: /s/Mark J. Weicher
------------------
Name: Mark J. Weicher
Title: Chief Financial Officer
HAMMOND I, INC.
By: /s/Robert A. Hammond, Jr.
-------------------------
Name: Robert A. Hammond, Jr.
Title: Chief Executive Officer
HAMMOND ACQUISITION CORP.
By: Robert A. Hammond, Jr.
----------------------
Name: Robert A. Hammond, Jr.
Title: Chief Executive Officer
ROBERT A. HAMMOND, JR.
/s/Robert A. Hammond, Jr.
-------------------------
Robert A. Hammond, Jr.
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Report of vFinance Investment, Inc. dated August 2, 2002 Regarding Portal
Value Prepared by vFinance Investments, Inc.
Exhibit (c) (3)
PartsBase, Inc.
Valuation: Portal Sale Scenarios
As of August 2, 2002
(Amounts in thousands except per share data or where noted)
1.) Balance Sheet Assets related Portal
Amended
6/30/2002 6/30/2002
--------- ----------
Current Assets
Cash $22,821 $ 0 *
A/R 393 393
Prepaid Exp. 314 314
------
Total Current Assets $23,528
P,P&E 2,002 2,002
CD - Restricted Cash 660 660
Other 38 38
------ -----
Total Assets $26,228 $3,407
---------------------------------
* Reflects offseting amounts of $2,207 of cash and $2,207 in deferred revenues.
** Balance sheet cash as of 6/30/02 less deferred revenue. Actual cash may be
less.
Sale of Portal "Hard Assets", reflecting a going concern, not liquidation
yields a price of : $0.24 per share
Remaining cash ** $1.47
----
Totals $1.71 per share
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2a.) Subscription based Valuation,
Trailing twelve (12) months
Deferred Earned Written Off
-------- -------- -----------
Jul-01 349,440 303,014 20,256
Aug-01 508,982 295,017 42,165
Sep-01 316,480 370,645 41,754
Oct-01 392,432 348,464 59,385
Nov-01 360,479 375,374 84,192
Dec-01 491,280 372,689 27,601
Jan-02 482,945 389,827 -
Feb-02 389,748 402,885 23,811
Mar-02 403,497 382,515 13,989
Apr-02 276,278 371,084 25,933
May-02 424,864 362,413 23,119
Jun-02 344,945 365,801 10,183
--------- --------- -------
Totals 4,741,370 4,339,728 372,388
Based on a range of $4,339,728 at low end (Earned amount)versus $4,368,982 at
high end (Deferred less Written Off), Portal should be valued at:
Low $0.31 per share
High $0.31 per share
2b.) Subscription based Valuation,
Forecasted
1/02 - 6/02 1/02 - 6/02 1/02 - 6/02
Average Average Average
Deferred Earned Written Off
----------- ----------- ------------
Per month 387,046 379,087 16,182
Annualized 4,644,554 4,549,050 194,190
Based on a range of $4,450,364 at low end (Deferred less Write Off)
versus $4,549,050 at high end (Earned amount), Portal should be valued
at:
Low $0.32 per share
High $0.33 per share
----------------------------------------------------------
Shares Outstanding used in all calculations is 13,977,920.
Forecasted Amount is the average monthly times 12 months.
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